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NIRMAL BOT LIMITED (A subsidiary of Highway Concessions One Pvt. Ltd.) I hwag oncessions l“ H 27th May, 2019 To, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street Mumbai -400 001 Ref: Scrip Code: 947022 Sub: Submission of Audited Financial Results for the financial year ended March 31, 2019 under SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. Dear Sir/Madam, Pursuant to the provisions of Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("Listing Regulations"), we wish to inform the Exchange that the Audited Financial Results for the year ended March 31, 2019 has approved by the Board of Directors of the Company at its Meeting held on Monday, 27th May, 2019. In this regard, please find enclosed the following: I. Audited Financial Results of the Company accompanying Auditors’ Report thereon for the year ended 31St March, 2019. The said results containing the information required under Regulation 52(4). ll. Declaration by the Director pursuant to Regulation 52(3)(a) of the Listing Regulations; Request you to please take the above documents on record. For Nirmal BOT Limited Kunjal Shah Company Secretary & Compliance Officer Place: Mumbai Regd. Office : 316-317, ‘0' Wing, Kanakia Zillion, L.B.S. Road, BKC Annex, Kurla (W), Mumbai 400 070. Tel: +91 22 61073200 . Fax: +91 22 61073201 CIN No. U45201MH2006PLC164728 Web: www.nirmalbot.com Project Office: AP-8 (BOT) Road Project, Survey No. 553/2 & 554/2, Toll Plaza, Gamjal (Vill.), Soan (PO & Mand), Nirmal (Dist) 504 105, Telangana, India Tel: +91 8734 202283 0 Fax: +91 8734 202284

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Page 1: NIRMAL BOT LIMITEDnirmalbot.com/pdf/Outcome of the Board Meeting_Financial Result_… · For Nirmal BOT Limited Kunjal Shah Company Secretary & Compliance Officer Place: Mumbai Regd

NIRMAL BOT LIMITED(A subsidiary of Highway Concessions One Pvt. Ltd.)

I hwagoncessions

l“ H

27th May, 2019

To,

BSE Limited

Phiroze Jeejeebhoy Towers,

Dalal Street

Mumbai -400 001

Ref: Scrip Code: 947022

Sub: Submission of Audited Financial Results for the financial year ended March 31, 2019

under SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

Dear Sir/Madam,

Pursuant to the provisions of Regulation 52 of the SEBI (Listing Obligations and Disclosure

Requirements), Regulations, 2015 ("Listing Regulations"), we wish to inform the Exchange that

the Audited Financial Results for the year ended March 31, 2019 has approved by the Board of

Directors of the Company at its Meeting held on Monday, 27th May, 2019.

In this regard, please find enclosed the following:

I. Audited Financial Results of the Company accompanying Auditors’ Report thereon for

the year ended 31St March, 2019. The said results containing the information required

under Regulation 52(4).

ll. Declaration by the Director pursuant to Regulation 52(3)(a) of the Listing Regulations;

Request you to please take the above documents on record.

For Nirmal BOT Limited

Kunjal Shah

Company Secretary & Compliance Officer

Place: Mumbai

Regd. Office :

316-317, ‘0' Wing, Kanakia Zillion,L.B.S. Road, BKC Annex, Kurla (W), Mumbai — 400 070.

Tel: +91 22 61073200 . Fax: +91 22 61073201

CIN No. U45201MH2006PLC164728

Web: www.nirmalbot.com

Project Office:

AP-8 (BOT) Road Project, Survey No. 553/2 & 554/2,Toll Plaza, Gamjal (Vill.), Soan (PO & Mand),Nirmal (Dist) — 504 105, Telangana, India

Tel: +91 8734 202283 0 Fax: +91 8734 202284

Page 2: NIRMAL BOT LIMITEDnirmalbot.com/pdf/Outcome of the Board Meeting_Financial Result_… · For Nirmal BOT Limited Kunjal Shah Company Secretary & Compliance Officer Place: Mumbai Regd

if":MMMMMMMMMM

27 Head Office: A16/9, Vasani Vihar, New Delhi — 110 057, India.

HLA l L) iT: +91.11.42591800_42591818 E: [email protected] W:www.|lca.net

Branch Offices:Bengaluiu1MumbeliNoida[Lulliia & (.nllira LLi‘ consliiuiuu llirougli (AlllVCYSlUH ol Lulliiz €.LrilhtR(RfiD N0 UOZOBiN) w e i' April 272015 LLP ldenlillcalion ND,AAM»b115]

ACC 0U NTANTS

INDEPENDENT AUDITOR’S REPORT

To

Board of Directors,

Nirmal BOT Limited

We have audited the financial results of Nirmal BOT Limited (”the Company”) for the year ended March

31, 2019 attached herewith, being submitted by the Company pursuant to the requirement of Regulation

52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. /

These financial results which are the responsibility of the Company’s Management and approved by the

Board of Directors, have been prepared on the basis of related financial statements, which is in

accordance with lndian Accounting Standards, prescribed under Section 133 of the Companies Act, 2013

and other accounting principles generally accepted in India. Our responsibility is to express an opinion on

these financial results based on our audit.

We conducted our audit in accordance with the Auditing standards generally accepted in lndia. Those

standards require that we plan and perform the audit to obtain reasonable assurance about whether the

financial results are free of material misstatement. An audit includes examining, on a test basis, evidence

supporting the amounts disclosed as financial results. An audit also includes assessing the accounting

principles used and significant estimates made by management. We believe that our audit provides a

reasonable basis for our opinion.

in our opinion and to the best of our information and according to the explanations given to us on these

financial results:

(i) have been presented in accordance with the requirements of Regulation 52 of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI circular No.

CiR/CFD/FAC/62/2016 dated July 5, 2016 and SEBI circular No. CIR/iMD/DF1/69/2016 dated

August 10, 2016 in this regard; and

(ii) give a true and fair view in conformity with aforesaid lndian Accounting Standards and other

accounting principles generally accepted in india of the net profit and other financial information

for the year ended March 31, 2019.

For Luthra & Luthra LLP

Chartered Accountants,

1/

Naresli Agrawal (j

Date: May 27, 2019Partner

3

Place: New Delhi (M.No. 504922)

Page 3: NIRMAL BOT LIMITEDnirmalbot.com/pdf/Outcome of the Board Meeting_Financial Result_… · For Nirmal BOT Limited Kunjal Shah Company Secretary & Compliance Officer Place: Mumbai Regd

Nlrmal BOT Limited

CIN: U45201MH2006PLC164728

Begistered Office: 316-317, C Wing, Kanakia Zillion, LBS Road, BKC Annexe, Kurla (west), Mumbai - 400070

Balance Sheet as at March 31, 2019 (Rs. in Lacs)

As At As A!

March 31, 2019 March 31, 2013

(Audited) (Audited)

ASSETS

Non Current Assets

(a) Property, plant and equipment70.65 74.51

(b) Financial Assets

(l) Other Financial Assets 14,192.87 18,529.85

(c) Non-current tax asset235.67 168.30

(d) Other Non Current Assets-

.

Total Non-Current Assets 14,499.19 18,772.66

Current Assets

(3) Financial Assets

(i) investments 2,498.57 2,853.33

(ii) Cash 8( Cash Equivalents9.75 10.99

(iii) Other Financial Assets 4,769.25 2,339.31

(b) other Current Assets19.42 614.83

Total Current Assets 7,296.99 5,818.46

TOTAL ASSETS21,796.18 24.591412

EQUITY AND LIABILiTlES

Equity

(3) Share Capital 3,150.00 3,150.00

(0) Other Equitv(2,426.18) (2,422.62)

Total Equity723.82 727.38

Liabilities

Non-Current Liabilities

(a) Financial Liabilities

(l) Borrowings 18,788.00 20,176.00

(b) Provisions3.72 2.10

(c) Deferred tax iia biiities (net)160.16 213.55

Total Non-Current Liabilities 18,951.88 20,391.65

current Liabilities

(a) Financial Liabilities

(I) Trade payables

(a) Total outstanding dues of micro enterprises and small enterprises 0.84

(b) Total outstanding dues to creditors other than micro enterprises and

small enterprises81.05 35.45

(ll) Other Financial Liabilities 2,030.58 2,718.30

(b) Other current liabilities7.81 718.17

(c) Provisions0.20 0.17

Total Current Liabilities 2,120.48 3,472.09

TOTAL EQUITY AND LiABlLiTiES 21,796.18 14,591.12

Page 4: NIRMAL BOT LIMITEDnirmalbot.com/pdf/Outcome of the Board Meeting_Financial Result_… · For Nirmal BOT Limited Kunjal Shah Company Secretary & Compliance Officer Place: Mumbai Regd

NHmBI BOY Umiled

CON: UGSZOIMHZDOSPLCIGMZB

Reglsfieied Office: 316$“, C Wing, Kanakia Zilllon, LBS Road, BKC Annexe, Kuils (west), Mumhai - 4100070

5311 "\QIILO‘AudKBd Flnanfia‘illrgiglisf‘ wlfl néi‘rzesfimis:

Particulars

1 lummn '(Om Opelauoits

March 31, 2018

(Kirmtedj'

(a) Revenue ham Operation

2,572.60 Lama

(mother Income

“3327,09341.14

Total Income

3,199.” 2.952._

2 Expenses

(a) Operating expenses

586.33 400.41

(b) Empiovee henems expense

51.55 37.71

(C) Flnance cosh

2,051.98 2,221.31

(d) Depieciallan and amortization expense

10.97 3.16

(is) other expenses

57.93 51.07

mm! Expenses

2 753.91 2,718.66

3 Prom/(i nss) before exceptional Items and tax

440.58 233.94

cmprianai items

443.31-

Wont/(LOSS) before h‘ix

(3.23) 233.94

A Tax Expense:

(53.83]

_M

(43.33}

5 prom/ii 055) after tax

(3.23)115.06

(uhcr Comprehensive income

(0.32)3.68

5 Total comprehensive income form: pellod

(3.55)178.741

1 Eamlns pei Equltv Share:

» Basic

mm)0.57

. Diluted

mm)0.57

8 "nuns

041“!»le eqully share capital (RIDE Value Of R5. 10 each)

3,150.00 3,150.00

Rim-Ive; excluding revaluation reserves

(2,426.13) (1,422.61)

NelWorth

723.51 727.33

Sncumd DEM

17,026.00 19,050.00

Gum Equity Ratio

2.70 3.02

Dehcnmm Redemption Reseive

4

Debt Snrvke Coverage Ratio (Adjusted)

0.51 0.67

Intevexk Service Coverage Ral'iu (Adjusked)

1400 1.11

L Assets Coverage Ratio

1.24‘_

“v

1.21

Page 5: NIRMAL BOT LIMITEDnirmalbot.com/pdf/Outcome of the Board Meeting_Financial Result_… · For Nirmal BOT Limited Kunjal Shah Company Secretary & Compliance Officer Place: Mumbai Regd

1

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w

9

mm\l

as

10

11

Notes to audited Financial Results for the year ended Blst March, 2019

The aforesaid results have been reviewed by the Audit Committee and subsequently approved by the Board of Directors at its meeting

held on 27th May, 2019

The 9.38% Listed, Rated Taxable Redeemable Non’Convertible Debentures of Rs.10 Lacs each aggregating to Rs. 27600 Lacs

(outstanding as on 31.03.2019~Rs.17,026/- Lacs) are secured against first charge on Moveable & immoveable properties of the

Company as defined in the Debenture Trust Deed dated 16th December 2010.

The Company has not received any complaints from the investors during the year and hence, there were no investor complaints

outstanding at the beginning and at the end of the year.

There are no deviations in the use of proceeds received from the issue of Rated Taxable Redeemable Non—Convertible Debentures.

Credit Rating of the Company is AAA (50) done by CARE dated 7th February, 2019.

The payment of interest and redemption amount which was due on 18th November, 2018 and paid on 16th November, 2018.

The due date for the payment of interest and redemption amount which was due on 18th May, 2019 and paid on 16th May, 2019, The

next due date for payment of incterest and redemption amount is due on 18th November, 2019.

In the absence of adequate profits, the company has not created Debenture Redemption Reserve. However, the Company is regular in

redeeming Debentures matured during the year and also an amount of Rs. 2,380 lacs ls kept in Fixed Deposit as security.

The Company adopted indian Accounting Standard (“ind AS“) from April 1, 2017 and accordingly these financial results have been

prepared in accordance with the ind AS prescribed under section 133 of the Companies Act, 2013 read with the relevant rules issued

there under and the other accounting principles generally accepted in India.

Due to changes in accounting principles from lGAAP to Ind AS, reported profit before interest, depreciation & tax got reduced during

the period causing Debt Service Coverage Ratio to reduce below 1. However, cash generated from the operations of the company are

sufficient to repay debt and interest thereon.

The definitions of ratio / formUIas used for actual computation are as follows:

Debt Equity Ratio = Total Debt by way of NCDs / Equity (incli Quasi Equity in the form of Promoter‘s Contribution)

Debt Service Coverage Ratio = (Profit before interest, Depreciation and Tax + Interest on NCDs + Principal Repayment of NCDs) /

(interest on NCDs + Principal Repayment of NCDS)

interest Service Coverage Ratio = Profit before interest, Depreciation and Tax / (Interest).

Asset Coverage Ratio = (Total Assets—Intangible AssetsHCurrent Liabilities—Short term debtllTotai Debt Obligation,

For and on behalf of the Board of Directors

Nirmal BOT Limited

Milind Agrawal

Place : Mumbai

Director

Date: 27th May, 2019

DiN: 03592812

Page 6: NIRMAL BOT LIMITEDnirmalbot.com/pdf/Outcome of the Board Meeting_Financial Result_… · For Nirmal BOT Limited Kunjal Shah Company Secretary & Compliance Officer Place: Mumbai Regd

@E RatingsProfessional Risk Opinion

5’25:

CARE/H0/RL/2018-19/4739Mr. Narayanan DoraiswamyCFO

Highway Concessions One Private Limited

316-317, 'C' Wing, Kanakia Zillion, L.B.S. Road,

BKC Annex, Kurla (W),Mumbai —400070

Dear Sir,

9mm

February 07, 2019

Credit rating for outstanding Non-Convertible Debenture issue

On the basis of recent developments including operational and financial performance of

your company for FY18 audited and H1FY19 Unaudited, our Rating Committee has reviewed

the following ratings:

Instrument Amount Rating1 Rating Action

(Rs. crore)

Non—Convertible 170.26 CARE AAA (SO); Stable Reaffirmed

Debenture issue (reduced from [Triple A (Structured

190.50) Obligation) Outlook: Stable]

2. The last installment of NCDs is repayable in May 2026.

3. The above ratings are based on the credit enhancement in the form of credit

enhancement measures (CEMs) and the structured payment mechanism (SPM) for

servicing the NCDs. The rating is subject to conditions listed in Annexure A.

4. The rationale for the rating will be communicated to you separately. A writeup (press

release) on the above rating is proposed to be issued to the press shortly, a draft of

which is enclosed for your perusal as Annexure II. We request you to peruse the

annexed document and offer your comments if any. We are doing this as a matter of

courtesy to our clients and with a view to ensure that no factual inaccuracies have

1Complete definitions of the ratings assigned are available at www.careratings.com and in other CARE

publications.

P e 1 ofCARE ligatings

(Formerly known as Cradlt Analysis 6: Research Limited)

10Limited

4'" Floor, Godre) Collseum, Somaiyn Hosplul Road, Off Eastern Express Highway, Slcn (E), Mumb-I - 400 022.

Tel.:+91-22- 6754 3456 o Faxz+91-22- 022 6754 3457 n wwwicnrernlngscam - CIN‘L67190MH19939LCO71691

Page 7: NIRMAL BOT LIMITEDnirmalbot.com/pdf/Outcome of the Board Meeting_Financial Result_… · For Nirmal BOT Limited Kunjal Shah Company Secretary & Compliance Officer Place: Mumbai Regd

inadvertently crept in. Kindly revert as early as possible. In any case, if we do not hear

from you by February 7, 2019, we will proceed on the basis that you have no any

comments to offer.

CARE reserves the right to undertake a surveillance/review of the rating from time to

time, based on circumstances warranting such review, subject to at least one such

review/surveillance every year.

6. CARE reserves the right to revise/reaffirm/withdraw the rating assigned as also revise

the outlook, as a result of periodic review/surveillance, based on any event or

information which in the opinion of CARE warrants such an action. In the event of failure

on the part ofthe entity to furnish such information, material or clarifications as may be

required by CARE so as to enable it to carry out continuous monitoring of the rating of

the debt instrument, CARE shall carry out the review on the basis of best available

information throughout the life time of such instrument. In such cases the credit rating

symbol shall be accompanied by “ISSUER NOT COOPERATING”. CARE shall also be

entitled to publicize/disseminate all the afore-mentioned rating actions in any manner

considered appropriate by it, without reference to you.

7_ Users of this rating may kindly refer our website www.careratings.com for latest update

on the outstanding rating.

8. CARE ratings are not recommendations to buy, sell, or hold any securities.

CAREPiufiRngLmited(Formerly known as Credit Analysis 51 Research Limited)

4‘k Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (E), Mumbai - 400 022.

Tel.: +91~22~ 6754 3456 - Fax: +91-ZZ- 022 6754 3457 . www.careratings.com . ClN-L6719OMH1993PLC071691

Page 8: NIRMAL BOT LIMITEDnirmalbot.com/pdf/Outcome of the Board Meeting_Financial Result_… · For Nirmal BOT Limited Kunjal Shah Company Secretary & Compliance Officer Place: Mumbai Regd

If you need any clarification, you are welcome to approach us in this regard.

Thanking you,

Yours faithfully,

W 90.kaMayuresh Phadke Ratnam Nakka

Analyst Associate Director

[email protected] Ratnam.nakka@careratingscom

Encl.: As above

Disclaimer

CARE's ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or

recall the concerned bank facilities or to buy, sell or hold any security. CARE has based its ratings/outlookson information obtained from sources believed by it to be accurate and reliable. CARE does not, however,

guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors

or omissions or for the results obtained from the use of such information. Most entities whose bank

facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank

facilities/instruments.

In case of partnership/proprietary concerns, the rating/outlook assigned by CARE is based on the capital

deployed by the partners/proprietor and the financial strength of the firm at present. The rating/outlook

may undergo change in case of withdrawal of capital or the unsecured loans brought in by the

partners/proprietor in addition to the financial performance and other relevant factors.

CAREMrafifLmated(Formerly known as Credit Analysis 5: Research Limited)

4‘" Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (E), Mumbai - 400 022.

Tel.: +91-22- 6754 3456 I Fax: +91-22- 022 6754 3457 - www.careratingsLom - CIN—L67‘l90MH1993PLC071691

Page 9: NIRMAL BOT LIMITEDnirmalbot.com/pdf/Outcome of the Board Meeting_Financial Result_… · For Nirmal BOT Limited Kunjal Shah Company Secretary & Compliance Officer Place: Mumbai Regd

Annexure A

Particulars instrument (5)

Type of Instrument Secured Redeemable Non-Convertible

Debentures (NCD)Amount of the issue Rs 276 cr

Tenor 17 yrs.

Other Terms 1. All the requisite insurance policies are in

place ensuring suitable coverage.

2. Letter of Credit equivalent of one annuity

payment of Rs.23.80 crore has been

provided by NHAI to take care of any

delays in disbursal of annuity payment to

the SPV.

3. Escrow mechanism with National

Highways Authority of india (as per

Concession Agreement) to ensure fund

utilization of NHAI receipts for servicingof interest and principal.

4. The Borrower has opened and

maintained with the Bank, "Trust and

Retention Account” (TRA) which shall

include, inter alia, the Proceeds Account,

Compensation Account and Insurance

Account. Credits and debits to the

Project Accounts shall be made in

accordance with the procedures and

priorities described in the Trust and

Retention Agreement in compliance with

provisions of Concession Agreement and

Escrow Agreement executed.

5. Scheduled repayment dates will be at

T+20 days, with T being scheduled

annuity payment date.

6. HCC-Con and HCOPL have jointly

provided an unconditional and

irrevocable undertaking to make good

any shortfall, on demand from the

debenture trustee, in incurring

0&M/MM expenses, when the

0&M/MM expenses exceed the

budgeted numbers within 15 days from

the date when such demand has been

raised.

7. HCC and HCOPL have further provided an

undertaking to make good any shortfall

in annuity receipt from NHAI as

CARéhsfiflgefLmited(Formerly known as Credit Analysis 5: Research Limited)

4'" Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (E), Mumbai - 400 022.

Te|.:+91<22- 6754 3456 - Fax: +91-22» 022 6754 3457 - www.careralings.com . CIN-L67190MH1993PLC071691

Page 10: NIRMAL BOT LIMITEDnirmalbot.com/pdf/Outcome of the Board Meeting_Financial Result_… · For Nirmal BOT Limited Kunjal Shah Company Secretary & Compliance Officer Place: Mumbai Regd

compared to the annuity originallyscheduled to be payable by NHAI to NBL,

on demand from the debenture trustee,

within 15 days from the date when such

demand has been raised, if such a

shortfall is due to the non-

performance/poor performance of the

0&M contractor as specified by the

independent consultant.

8. Major Maintenance Reserve Account

(MMRA) to be created as per the

projections given in the business plan.9. Approval from the proposed lenders

required in case of any change in 0&M

contractor, if the existing 0&M

contractor/ major stake holder defaults.

10. A DSRA sub-account has been created in

the form of funded deposit equivalent to

one semi-annuity level ie. Rs.23.80

crore.

11. Subordinate debt not to be repaid till the

full redemption ofthe NCDs.

12. The company to maintain a debt service

coverage ratio (DSCR) of minimum 120

throughout the tenure of the NCD issue.

Mode of Issue NCDs issued by way of discounting the future

NHAI annuity receivables of NBL

Amount 0/5 as on March 31, 2018 Rs 170.26 crores

CAREPRzfirfingLlQned(Formerly known as Credit Analysis 6: Research Limited)

4m Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (E), Mumbai - 400 022‘

Tel.: +91-22‘ 6754 3456 . Fax: +9‘l-22- 022 6754 3457 o www.careratings.com o ClN-L67190MH1993PLC071691

Page 11: NIRMAL BOT LIMITEDnirmalbot.com/pdf/Outcome of the Board Meeting_Financial Result_… · For Nirmal BOT Limited Kunjal Shah Company Secretary & Compliance Officer Place: Mumbai Regd

Annexure ll

Nirmal BOT Limited

Ratings

FacilitiesAmount

Rating2 Rating Action(Rs. crore)

CARE AAA (SO);Stable

Debentures~Non~ 170.26 [Triple AReaffirmed

Convertible Debentures) (reduced from 190.50) (Structured

Obligation)Outlook: Stable]

Details of instruments/facilities in Annexure-1

Detailed Rationale 8: Key Rating Drivers

The rating assigned to the instrument of Nirmal BOT Limited (NBL) continues to derive strength from the

structured payment mechanism whereby biannual annuity is received from the National Highways

Authority of India (NHAI) (rated 'CARE AAA; Stable’ for bonds) in an escrow account for servicing of the

NCD. The rating derives comfort from the track record of timely receipt of annuity payments, good

condition of the road reflected by a lower roughness index as against stipulated requirement and

comfortable liquidity position of the company. The rating also factors in the presence of Major

Maintenance Reserve Account (MMRA) and Debt Service Reserve Account (DSRA).

However, a higher-than~envisaged increase in the operations and maintenance (0&M) expenses and

major maintenance (MM) expenses, any significant moderation in the liquidity position of the company

vis-a-vis envisaged, variation in the credit profile of the annuity provider - NHAi and occurrence of any

force majeure events are viewed as the key rating sensitivities.

Detailed description of the key rating drivers

Key Rating StrengthsScheduled Structural Receivable

The NCD issue is based on the future NHAI annuity receivables of the company which in the absence of

any revenue risk imparts significant comfort to the issue and there is a structured payment mechanism

whereby biannual annuity is received from the National Highways Authority of India (NHAI) (rated 'CARE

AAA; Stable’ for bonds) in an escrow account for servicing of the NCD.

The company is receiving annuity payments from NHAI in a timely manner from April 2010 onwards. It

receives bi-annual annuity on 29th April and 29th October each year from NHAL In CY18, NHAI has

deducted annuity amount of approximately Rs.7.1 crore from the first semi-annual annuity, As per the

acquisition contract, the same shall be recovered from the HCC Concessions Ltd.

1Complete definition of the ratings assigned are available at wwwcareratingscom and other CARE

publications

CAREmfiflrfgefLmited(Formerly known as Credit Analysis 5: Research Limited)

4‘h Floor, Godre] Coliseum, Somaiya Hospital Road, Olf Eastern Express Highway, Sion (E), Mumbai - 400 022.

Tel.: +91-22~ 6754 3456 - Fax: +9‘l-22- 022 6754 3457 - wwwicareratingsicom . CIN»L6719OMH‘I993PLC071 691

Page 12: NIRMAL BOT LIMITEDnirmalbot.com/pdf/Outcome of the Board Meeting_Financial Result_… · For Nirmal BOT Limited Kunjal Shah Company Secretary & Compliance Officer Place: Mumbai Regd

Maintaining reserves for future major maintenance

The major maintenance expenditure is to be incurred every fifth year with first major maintenance

undertaken five years from the COD (Le. in FY15 (refers to the period April 1 to March 31). Second major

maintenance shall be carried out during FY19 and FY20. The work has already commenced in January,

2019. in order to prevent any stress on the cash flows in the year of major maintenance, NBL has created

Major Maintenance Reserve and Debt Sen/ice Reserve.

Comfortable liquidity position

NBL’s liquidity position is at a comfortable level as characterized by the cash and cash equivalents of

R576] crore (includes DSRA of R525 crore, MMRA of Rs.21.7 crore and Mutual fund and free cash and

bank balance of Rs.29.5 crore) as on March 31, 2018. Any significant deterioration in the liquidity profile

of NBL is critical from the credit perspective.

The rating also factors in the change in sponsor of NBL from HCC Concessions Limited to Highway

Concessions One Private Limited. HCOPL earlier known as Piramal Roads Infra Limited is a road asset

holding company owned and controlled by india infrastructure Fund ("IIF")‘ it was incorporated with the

objective of acquiring and managing operating road assets. HCOPL operates public-private partnership

road projects in India.

Key Rating Weaknesses

Higher Major maintenance and calamities

The company is exposed to the higher than the budgeted major maintenance expenditure that can dilute

the strong liquidity position. Furthermore, it is exposed to the natural calamities which can increase the

overall maintenance cost in future

Analytical approach

CARE has analysed NBL's credit profile by considering the structured payment mechanism; [biannual

annuity is received from the National Highways Authority of India (NHAI) (rated 'CARE AAA; Stable’ for

bonds) in an escrow account for servicing of the NCD] and adequate built in liquidity cushions with

favourable credit protection mechanisms.

Applicable Criteria

Criteria on assigning Outlook to Credit Ratings

CARE’s Policy on Default Recognition

Rating Methodology - Infrastructure Sector RatingsFinancial ratios — Non-Financial Sector

Background

Nirmal BOT Limited (NBL) is a special purpose vehicle (SPV) incorporated on September 19, 2006, to

undertake improvement, rehabilitation/strengthening of the existing two»lane road of the Kadtal-Armur

section [278 km to 308 km of National Highway (NH)-7] and widening it to four-lane divided carriageway

on a Build, Operate and Transfer (BOT) - awarded under the Annuity Scheme by the National Highways

CARe’RsanefLiriiited(Formerly known as Credit Analysis 81 Research Limited)

4m Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (E), 'Mumbai — 400 022.

Tel.: +91~22~ 6754 3456 0 Fax: +9‘l-22- 022 6754 3457 o www.careratingscom o ClN-L67190MH1993PLC071 691

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hwag _

oncessuons

NIRMAL BOT LIMITED6"(A subsidiary of Highway Concessions One Pvt. Ltd.)

27th May, 2019

To,

BSE Limited

Phiroze Jeejeebhoy Towers,

Dalal Street, Mumbai,

Maharashtra 400001

Dear Sir/Madam

Subject:- Declaration pursuant to Regulation 52(3)(a) of the Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Regulation 52(3)(a) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, as amended from time to time, I, Milind Agrawal, Director of Nirmal BOT

Limited (ClN: U45201MH2006PLC164728) having its Registered Office at Unit No 316 & 317, C

Wing, Third Floor, Kanakia Zillion, LBS Marg, BKC Annexe Mumbai Mumbai City MH 400070

India, do hereby declare that, the Statutory Auditors of the Company have submitted the Audit

Reports with an unmodified opinion for Audited Financial Results of the Company for the

financial year ended March 31, 2019.

Kindly take this declaration on your record.

For Nirmal BOT Limited

M WeMilind AgrawalDirector

DIN:- 03592812

Place: Mumbai

Regd. Office : Project Office:

316—317. ‘0' Wing, Kanakia Zillion, AP-8 (BOT) Road Project. Survey No. 553/2 & 554/2,L.B.S. Road, BKC Annex, Kurla (W), Mumbai —400 070. Toll Plaza, Gamjal (Vill.), Soan (PO & Mand),Tel: +91 22 61073200 . Fax: +91 22 61073201 Nirmal (Dist) — 504 105, Telangana, India

CIN No. U45201MH2006PLC164728 Tel: +91 8734 202283 . Fax: +91 8734 202284Web: www.nirmalbot.com